stability of membranes, and membrane shape ( 4-10 ). Therefore, biologically realistic asymmetric vesicles could be widely useful in model membrane studies. However, artifi cial membranes produced in the laboratory usually have a symmetric distribution of lipids in the inner and outer leafl ets of the bilayer. Asymmetric artifi cial membranes have been diffi cult to produce, although some important progress has been made ( 11-16 ). We recently developed a robust method in which methyl- -cyclodextrin (M  CD)-induced lipid exchange is used to prepare model membrane vesicles with lipid asymmetry, and we have applied the method to produce asymmetric small, large, and giant unilamellar vesicles (17)(18)(19).In the present study, we extended the range of this method by using it to construct asymmetric vesicles containing SM in the outer leafl et and various species of PCs in the inner leafl et. PC acyl chain structure was systematically varied, and how this variation affects the ability to form asymmetric membranes was assayed. We found that whether the resulting vesicles were asymmetric [SM outside/ PC inside (SMo/PCi)] depended upon PC acyl chain structure. Despite this limitation, asymmetric vesicles with a wide range of acyl chain structures could be produced. This is an important advance that should allow new applications of asymmetric vesicles. These studies also allowed analysis of the effect of lipid type upon membrane structure and behavior. We investigated the origin of the acyl chain dependence of asymmetry by measuring the transverse diffusion rate of the various PCs used. There was a correlation between asymmetry and transverse diffusion. Asymmetric vesicles could be prepared only when PCs with slow transverse diffusion were used. It was found that the presence of two polyunsaturated acyl chains or overly short acyl chains prevented the maintenance of asymmetry. This Abstract Lipid asymmetry, the difference in inner and outer leafl et lipid composition, is an important feature of biomembranes. By utilizing our recently developed M  CDcatalyzed exchange method, the effect of lipid acyl chain structure upon the ability to form asymmetric membranes was investigated. Using this approach, SM was effi ciently introduced into the outer leafl et of vesicles containing various phosphatidylcholines (PC), but whether the resulting vesicles were asymmetric (SM outside/PC inside) depended upon PC acyl chain structure. Vesicles exhibited asymmetry using PC with two monounsaturated chains of >14 carbons; PC with one saturated and one unsaturated chain; and PC with phytanoyl chains. Vesicles were most weakly asymmetric using PC with two 14 carbon monounsaturated chains or with two polyunsaturated chains. To defi ne the origin of this behavior, transverse diffusion (fl ip-fl op) of lipids in vesicles containing various PCs was compared. A correlation between asymmetry and transverse diffusion was observed, with slower transverse diffusion in vesicles containing PCs that supported lipid asymmetry. Thus, asymmetric vesic...